CO-ADMINISTRATION AGREEMENT
, 1998
BEA Associates
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
The RBB Fund, Inc. (the "Company"), a corporation organized under the
laws of the State of Maryland, confirms its agreement with BEA Associates
("BEA") with respect to the ▇▇▇ ▇▇▇▇-Short Equity Portfolio (the "Fund"), a
portfolio of the Company, as follows:
1. INVESTMENT DESCRIPTION; APPOINTMENT
The Company desires to employ its capital by investing and
reinvesting in investments of the kind and in accordance with the limitations
specified in the Company's Articles of Incorporation, as amended from time to
time (the "Charter"), in the Company's By-laws, as amended from time to time
(the "By-laws"), in the Fund's prospectus (the "Prospectus") and statement of
additional information (the "Statement of Additional Information") as in
effect from time to time, and in such manner and to the extent as may from
time to time be approved by the Board of Directors of the Company. Copies of
the Fund's Prospectus and Statement of Additional Information and the
Company's Charter and By-laws have been submitted to BEA. The Fund employs
BEA Associates (the "Adviser") as its investment adviser. The Company
desires to employ and hereby appoints BEA as its co-administrator for the
Fund with respect to the Advisor class of shares. BEA accepts this
appointment and agrees to furnish the services for the compensation set forth
below.
2. SERVICES AS CO-ADMINISTRATOR
Subject to the supervision and direction of the Board of Directors of
the Company, BEA will:
(a) assist in supervising all aspects of the Fund's operations,
except those performed by other parties pursuant to written agreements with the
Company;
(b) provide various shareholder liaison services including, but not
limited to, responding to inquiries of shareholders regarding the Fund,
providing information on shareholder investments, assisting shareholders of the
Fund in changing dividend options, account designations and addresses, and other
similar services;
(c) provide certain administrative services including, but not
limited to, providing periodic statements showing the account balance of a Fund
shareholder and integrating the statements with those of other transactions and
balances in the shareholder's other accounts serviced by the Fund's custodian or
transfer agent;
(d) supply the Fund with office facilities (which may be BEA
Service's own offices), data processing services, clerical, internal executive
and administrative services, and stationery and office supplies;
(e) furnish corporate secretarial services, including assisting in
the preparation of materials for Board of Directors meetings and distributing
those materials and assisting in the preparation of minutes of meetings of the
Company's Board of Directors and any Committees thereof and of the Fund's
shareholders;
(f) coordinate the preparation of reports to the Fund's shareholders
of record and the Securities and Exchange Commission (the "SEC") including, but
not limited to, proxy statements; annual, semi-annual and quarterly reports to
shareholders; annual and semi-annual reports on Form N-SAR; and post-effective
amendments to the Fund's Registration Statement on Form N-1A (the "Registration
Statements");
(g) develop computer systems for the generation of consolidated
periodic reports to investors;
(h) assist in other regulatory filings as necessary;
(i) assist the Fund's investment adviser, at the investment adviser's
request, in monitoring and developing compliance procedures for the Fund which
will include, among other matters, procedures to assist the investment adviser
in
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monitoring compliance with the Fund's investment objective, policies,
restrictions, tax matters and applicable laws and regulations; and
(j) acting as liaison between the Fund and the Fund's independent
public accountants, counsel, custodian or custodians, transfer agent and
co-administrator and taking all reasonable action in the performance of its
obligations under this Agreement to assure that all necessary information is
made available to each of them.
In performing all services under this Agreement, BEA shall act in
conformity with applicable law, the Company's Charter and By-Laws, and all
amendments thereto, and the investment objective, investment policies and other
practices and policies set forth in the Fund's Registration Statement, as such
Registration Statement and practices and policies may be amended from time to
time.
3. COMPENSATION
In consideration of services rendered pursuant to this Agreement, the
Fund will pay BEA on the first business day of each month a fee for the previous
month at an annual rate of .05% of the Fund's average daily net assets for the
first $125 million of average daily net assets, and .10% of average daily net
assets for Fund assets above $125 million. The fee for the period from the date
BEA commences its operations on behalf of the Fund to the end of the month
during which BEA commences such operations shall be prorated according to the
proportion that such period bears to the full monthly period. Upon any
termination of this Agreement before the end of any month, the fee for such part
of a month shall be prorated according to the proportion which such period bears
to the full monthly period and shall be payable upon the date of termination of
this Agreement. For the purpose of determining fees payable to BEA, fees shall
be calculated monthly and the value of the Fund's net assets shall be computed
at the times and in the manner specified in the Prospectus and Statement of
Additional Information as from time to time in effect.
4. EXPENSES
BEA will bear all expenses in connection with the performance of
its services under this Agreement; PROVIDED, HOWEVER, that the Fund will
reimburse BEA for the out-of-pocket expenses incurred by it on behalf of
the Fund. Such reimbursable expenses shall include, but not be limited to,
postage, telephone, telex and Federal Express charges. BEA will ▇▇▇▇ the
Fund as soon as practicable after the end of each calendar month for the
expenses it is entitled to have reimbursed.
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The Fund will bear certain other expenses to be incurred in its
operation, including: taxes, interest, brokerage fees and commissions, if any;
fees of Directors of the Company who are not officers, directors, or employees
of the Adviser or BEA; Securities and Exchange Commission fees and state Blue
Sky qualification fees; charges of custodians and transfer and dividend
disbursing agents; certain insurance premiums; outside auditing and legal
expenses; costs of maintenance of corporate existence; except as otherwise
provided herein, costs attributable to investor services, including, without
limitation, telephone and personnel expenses; costs of preparing and printing
prospectuses and statements of additional information for regulatory purposes
and for distribution to existing shareholders; costs of shareholders' reports
and meetings, and meetings of the officers of the Board of Directors of the
Company; costs of any pricing services; and any extraordinary expenses.
5. STANDARD OF CARE
BEA shall exercise its best judgment in rendering the services listed
in paragraph 2 above. BEA shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates provided that nothing in this Agreement
shall be deemed to protect or purport to protect BEA against liability to the
Fund or to its shareholders to which BEA would otherwise be subject by reason of
willful misfeasance, bad faith or negligence on its part in the performance of
its duties or by reason of BEA's reckless disregard of its obligations and
duties under this Agreement.
6. TERM OF AGREEMENT
This Agreement shall become effective on the day following approval by
the Board of Directors of the Company including a majority of the Board of
Directors who are not "interested persons" (as defined in the Investment Company
Act of 1940, as amended) of any party to this Agreement, and shall continue
until , 1998 and shall continue automatically (unless terminated
as provided herein) for successive annual periods ending on of
each year, provided that such continuance is specifically approved at least
annually by the Board of Directors of the Company, including a majority of the
Board of Directors who are not "interested persons" of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval. This Agreement is terminable, without penalty, on 60 days'
written notice, by the Board of Directors of the Company or by vote of holders
of a majority of the Fund's shares, or upon 60 days' written notice, by BEA.
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7. SERVICE TO OTHER COMPANIES OR ACCOUNTS
The Company understands that BEA now acts, will continue to act and
may act in the future as administrator, co-administrator or administrative
services agent to one or more other investment companies, and the Company has no
objection to BEA's so acting. The Company understands that the persons employed
by BEA to assist in the performance of BEA's duties hereunder will not devote
their full time to such service and nothing contained in this Agreement shall be
deemed to limit or restrict the right of BEA or any affiliate of BEA to engage
in and devote time and attention to other businesses or to render services of
whatever kind or nature.
8. LIMITATION OF LIABILITY
The Company and BEA agree that the obligations of the Company under
this Agreement will not be binding upon any of the directors, shareholders,
nominees, officers, employees or agents, whether past, present or future, of the
Company, individually, but are binding only upon the assets and property of the
Fund, as provided in the Company's Charter. The execution and delivery of this
Agreement has been authorized by the Board of Directors of the Company, and
signed by an authorized officer of the Company, acting as such, and neither the
authorization by the Board of Directors nor the execution and delivery by the
officer will be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but will bind only the property
of the Fund as provided in the Charter.
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance hereof by signing and returning to us the enclosed copy
hereof.
Very truly yours,
RBB FUND, INC.
By:
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Name:
Title:
Accepted:
BEA ASSOCIATES
By:
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Name:
Title:
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